Articles

This article explains the accredited investor exemption under NI 45-106, one of Canada’s principal prospectus exemptions for private placements. It discusses who qualifies as an accredited investor, how issuers rely on the exemption, verification requirements, dealer registration considerations, common compliance issues, and practical guidance for conducting compliant exempt market financings.

The Family, Friends and Business Associates (FFBA) exemption under NI 45-106 allows eligible private companies to raise capital without a prospectus from specified family members, close personal friends and close business associates of an issuer’s principals. This article explains the exemption’s requirements, Ontario-specific obligations, common compliance pitfalls, and practical due diligence steps for issuers.

Learn how Ontario’s private issuer exemption under NI 45-106 works, who may rely on it, the exclusion for investment funds, the requirements for permitted purchasers, and the circumstances in which an issuer may lose private issuer status. This guide outlines key compliance considerations for private financings.

A private placement memorandum (PPM) is a disclosure document commonly used in Ontario exempt market offerings, especially under the accredited investor exemption. Although generally not required by securities legislation, a PPM supports investor disclosure, compliance, and risk management. This article explains what a PPM is, how it differs from an offering memorandum (OM), and when issuers use one.

Trust structures can be effective for certain Canadian private investment funds, particularly where distribution mechanics or specific Income Tax Act (Canada) objectives are important. They also introduce trustee fiduciary duties, added governance requirements, and a greater likelihood of “investment fund” characterization with related regulatory consequences. This guide reviews the Ontario legal framework and key structuring trade-offs.  

In Ontario and across Canada, private issuers often choose between the accredited investor and offering memorandum exemptions in NI 45-106. This article explains how each route affects investor eligibility, disclosure, suitability, filing, and liability, with practical examples to support exemption planning in real-world raises, including Toronto-based issuers.

Ontario, Canada’s offering memorandum (OM) exemption under NI 45-106 can broaden access to capital beyond accredited investors, but it requires disciplined disclosure, careful marketing controls, and reliable closing and filing processes. This guide explains the legal framework in Ontario, key definitions and limits, practical steps to run an OM offering, and common regulatory focus areas.

A GP/LP limited partnership is the most common structure for private investment funds in Ontario, Canada. This article explains how Ontario partnership law, NI 45-106 prospectus exemptions, NI 31-103 registration rules, and practical compliance expectations fit together when forming, marketing, and operating an LP-based fund.

A Real Estate Investment Trust (REIT) can be an efficient vehicle for pooling capital for income-producing real estate, but it requires careful structuring under trust law, Canadian tax rules, and Ontario securities regulation. This article explains how REIT formation and operations work in Ontario, Canada, including requirements under the Income Tax Act (Canada), NI 45-106, and NI 31-103.

A mutual fund trust (MFT) can be a flexible and tax-efficient structure for pooled investments in Ontario, Canada. When properly structured, an MFT may support the flow-through of income and gains to investors under the Income Tax Act (Canada), while also engaging securities law requirements relating to exempt distributions, registration, and investment fund regulation. This guide explains how trust law, NI 45-106, NI 31-103, NI 81-106, and MFT qualification requirements fit together in practice.